ex10-12.htm


    Exhibit
10.12

     

     

     

    AGREEMENT
TO RECONFIRM AND AMEND STOCK

     PURCHASE
AGREEMENT BETWEEN MOPIE (BVI) LIMITED

     AND
LUCKYBULL LIMITED

    


    This Agreement to Reconfirm and Amend
Stock Purchase Agreement Between Mopie (BVI) Limited and Luckybull Limited (the
“Agreement”) is
made and entered into this day of ___________, 2008, to be effective as of as of
___________, 2007 (the “Effective Date”), by
and between MOPIE (BVI) LIMITED, a British Virgin Islands corporation
(hereinafter referred to as the "Company"), LUCKYBULL
LIMITED, a British Virgin Islands corporation (hereinafter referred to as "Luckybull"), and TAN
KEE CHEN, an individual who has an address of Block 234 #12-438, Yishun Street
21, Singapore 760234, and passport number A13990595 (hereinafter referred to as
"Chen"), each
individually a “Party” and
collectively the “Parties.”

    


    W I T N E S S E T H:

    


    WHEREAS, the Parties
previously entered into a Stock Purchase Agreement on or around ________, 2007
(attached hereto as Exhibit A, the “Stock Purchase”),
pursuant to which the Parties agreed that the Company would purchase 100% of the
outstanding shares of Luckybull from Chen in consideration for a Convertible
Promissory Note in the amount of $30,000,000, which had the right to convert
into 22,500,000 shares of the Company’s common stock in the event such
Convertible Promissory Note was not paid within one hundred and eighty (180)
days from the closing date of the Stock Purchase (the “Convertible
Note”);

    


    WHEREAS, the Parties now
desire to reconfirm the terms and conditions of the Stock Purchase and the
Convertible Note, subject to the amendments described below; and

    


    WHEREAS, the Parties now
desire to amend the terms and conditions of the Stock Purchase and the
Convertible Note, to provide that Chen will receive four million five hundred
thousand (4,500,000) shares of the Company’s common stock, in lieu of the twenty
two million five hundred thousand (22,500,000) shares originally provided for,
and to allow for the immediate conversion of such Convertible Note into the
4,500,000 shares of the Company’s common stock.

    


     NOW, THEREFORE, in
consideration for the promises and pledges contained below and other good and
valuable consideration, which consideration the Parties acknowledge receipt of,
and the premises and the mutual covenants, agreements, and considerations herein
contained, the Parties hereto agree as follows:

    


    
      	
              1.

            	
              Reconfirmation of the
      Stock Purchase and Convertible Note.

            
	 
      	 
      
	 
      	
              The
      Parties agree to reconfirm the Stock Purchase and Convertible Note (the “Reconfirmation”),
      whereby all terms and conditions of the Stock Purchase and Convertible
      Note are in full force and effect, and binding upon all Parties to this
      Agreement, subject to the amendments below
..

            


    

     

     

     

     

     

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

     

     

     

     

    
      	
              2.

            	
              Amendment to Reduce
      Conversion Shares of the Convertible Note.

            
	 
      	 
      
	 
      	
              The
      Parties agree to amend the terms of the Stock Purchase and Convertible
      Note to provide that Chen will receive four million five hundred thousand
      (4,500,000) shares of the Company’s common stock (the “Company
      Shares”), in lieu of the twenty two million five hundred thousand
      (22,500,000) shares of the Company’s common stock originally provided for
      in the Stock Purchase and Convertible Note.  The Parties agree
      that the amendments shall be effective as of the date of this
      Agreement.

            
	 
      	 
      
	
              3.

            	
              Amendment to
      Conversion of Convertible Note.

            
	 
      	 
      
	 
      	
              The
      Parties agree to amend the terms of the Stock Purchase and Convertible
      Note to allow for conversion of the Convertible Note into the Company
      Shares in connection with his entry into this Agreement and that such
      Convertible Note shall be automatically converted into the Company Shares
      in connection with the Parties’ entry into this Agreement (the “Conversion”).

            
	 
      	 
      
	 
      	
              Chen
      further agrees that following the Conversion, the Company will not owe him
      any other consideration pursuant to the Stock Purchase and that the
      Convertible Note shall be satisfied in full. The Parties agree that the
      amendments shall be effective as of the date of this
      Agreement.

            
	 
      	 
      
	
              4.

            	
              Miscellaneous.

            


    

    
      	 
      	 
      	 
      
	 
      	
              (a)

            	
              Assignment.  All
      of the terms, provisions and conditions of this Agreement shall be binding
      upon and shall inure to the benefit of and be enforceable by the Parties
      hereto and their respective successors and permitted
    assigns.

            
	 
      	 
      	 
      
	 
      	
              (b)

            	
              Applicable
      Law.  This Agreement shall be construed in
      accordance with and governed by the laws of the State of New York,
      excluding any provision of this Agreement which would require the use of
      the laws of any other jurisdiction.

            
	 
      	 
      	 
      
	 
      	
               (c)

            	
              Entire Agreement,
      Amendments and Waivers.  This Agreement
      constitutes the entire agreement of the Parties hereto and expressly
      supersedes all prior and contemporaneous understandings and commitments,
      whether written or oral, with respect to the subject matter
      hereof.  No variations, modifications, changes or extensions of
      this Agreement or any other terms hereof shall be binding upon any Party
      hereto unless set forth in a document duly executed by such Party or an
      authorized agent or such Party.

            
	 
      	 
      	 
      
	 
      	
              (d)

            	
              Waiver.
      No failure on the part of any Party to enforce any provisions of
      this Agreement will act as a waiver of the right to enforce that
      provision.

            


    

     

     

     

     

     

     

     

     

     

    
      
        
        

      

      
        -2-

        
          

        

      

      
        
        

      

    

     

     

     

     

     

    
      	 
      	 
      	 
      
	 
      	
              (e)

            	
              Section
      Headings. Section headings are for convenience only and shall not
      define or limit the provisions of this Agreement.

            
	 
      	 
      	 
      
	 
      	
              (f)

            	
              Effect of Facsimile
      and Photocopied Signatures. This Agreement may be executed in
      several counterparts, each of which is an original.  It shall
      not be necessary in making proof of this Agreement or any counterpart
      hereof to produce or account for any of the other
      counterparts.  A copy of this Agreement signed by one Party and
      faxed to another Party shall be deemed to have been executed and delivered
      by the signing Party as though an original.  A photocopy of this
      Agreement shall be effective as an original for all
    purposes.

            


    

    


    


    


    


    


    


    


    


    


    


    


    


    


    [Remainder
of page left intentionally blank.  Signature page
follows.]

     

     

     

     

     

     

     

    
      
        
        

      

      
        -3-

        
          

        

      

      
        
        

      

    

     

     

     

     

     

               This
Agreement has been executed by the Parties on the date first written above, with
an Effective Date as provided above.

     

     

     

     

    
      	 
      	 
      
	 
      	
              MOPIE
      (BVI) LIMITED

            
	 
      	 
      
	 
      	 
      
	 
      	
              BY:
      /s/ Michael Wainstein

            
	 
      	
              Michael
      Wainstein, Director

            
	 
      	 
      
	 
      	 
      
	 
      	
              LUCKYBULL
      LIMITED

            
	 
      	 
      
	 
      	 
      
	 
      	
              BY:
      /s/ Tan Kee
      Chen

            
	 
      	
              President

            
	 
      	 
      
	 
      	 
      
	 
      	
              CHEN:

            
	 
      	 
      
	 
      	
              /s/
      Tan Kee
    Chen

            
	 
      	
              Tan
      Kee Chen

            
	 
      	 


    

    


     

     

     

     

     

    
 

    
      
        
        

      

      
        -4-